What is an appropriate title for the President of a Non Profit Corporation?
Full Question:
Answer:
Each Maryland non-profit corporation must have the following officers:
(1) A president;(2) A secretary; and
(3) A treasurer.
In addition to the required officers, a Maryland corporation may have any other officer
The articles of incorporation or the corporate bylaws determine how many directors will serve on the board of directors and how long the directors' terms will be. Directors hold meetings at regular intervals as defined in the corporate bylaws and, in addition, may also call special board meetings when needed. At board meetings, directors discuss issues affecting the corporation and make decisions about the corporation. Before the board can make a decision affecting the corporation, however, there must be a quorum, or certain minimum number of directors, present at the meeting. The precise number constituting a quorum may be determined by the bylaws or by statute.
A corporation is governed by a board of individuals known as directors who are elected by the shareholders. Directors may directly manage the corporation's affairs when the corporation is small, but when the corporation is large, directors primarily oversee the corporation's affairs and delegate the management activities to corporate officers. Directors usually receive a salary for their work on the corporate board, and directors have a fiduciary duty to act in the best interests of the corporation.
The roles of corporate officers—typically the corporation's president, vice presidents, treasurer, and secretary—are defined by the corporate by-laws, articles of incorporation, and statutes. The president acts as the primary officer and sometimes is called the chief executive officer or CEO. The vice president is second in command and makes decisions in the president's absence. The secretary keeps track of the corporate records and takes minutes at corporate meetings. The treasurer keeps track of corporate finances. Corporate officers act as agents of the corporation and have the responsibility of negotiating contracts to which the corporation is a party. When a corporate officer signs a contract on behalf of the corporation, the corporation is legally bound to the terms of the contract. Officers, like directors, also have a fiduciary duty toward the corporation and may be held personally liable for acts taken on behalf of the corporation.
The following are MD statutes:
§ 2-402 CORPS. & ASS'NS Determining number of directors.
(a) Minimum number. — Each corporation shall have
at least one director.
(b) Charter provision. — Subject to the provisions of
subsection (a) of this section and except for a corporation
that has elected to be subject to § 3-804(b) of this article,
a Maryland corporation shall have the number of directors
provided in its charter until changed by the bylaws.
(c) Bylaws provision. — Subject to the provisions of
subsection (a) of this section and except for a corporation
that has elected to be subject to § 3-804(b) of this article,
the bylaws may:
(1) Alter the number of directors set by the charter; and
(2) Authorize a majority of the entire board of directors
to alter within specified limits the number of directors set
by the charter or the bylaws, but the action may not affect
the tenure of office of any director.
§ 2-110 CORPS. & ASS'NS Criteria for contents of bylaws;
location of keeping bylaws.
(a) In general. — The bylaws may contain any
provisions not inconsistent with law or the charter of the
corporation for the regulation and management of the affairs
of the corporation.
(b) Classification of directors. — The bylaws may
divide the directors of the corporation into classes and
specify the term of office of each class.
(c) Keeping of bylaws. — The original or a certified
copy of the bylaws, including any amendments to them, shall
be kept at the corporation's principal office.
(d) Facts ascertainable outside bylaws. —
(1) In this
subsection, "facts ascertainable outside the bylaws" include:
(i) An action or determination by any person, including
the corporation, its board of directors, an officer or agent
of the corporation, and any other person affiliated with the
corporation;
(ii) Any agreement or other document; or
(iii) Any other event.
(2) Any provision of the bylaws permitted under
subsection (a) of this section may be made dependent upon
facts ascertainable outside the bylaws.
§ 2-413 CORPS. & ASS'NS Corporate officers: election, tenure,
removal.
(a) Election. — Unless the bylaws provide
otherwise, the board of directors shall elect the officers.
(b) Tenure. — Unless the bylaws provide otherwise, an
officer serves for one year and until his successor is
elected and qualifies.
(c) Removal. —
(1) If the board of directors in its
judgment finds that the best interests of the corporation
will be served, it may remove any officer or agent of the
corporation.
(2) The removal of an officer or agent does not prejudice
any of his contract rights.
(d) Board may fill vacancy. — Unless the bylaws
provide otherwise, the board of directors may fill a vacancy
which occurs in any office.
§ 2-415 CORPS. & ASS'NS Rules on holding more than one corporate
office.
(a) Permitted. — If permitted by the bylaws, a
person may hold more than one office in a corporation but may
not serve concurrently as both president and vice president
of the same corporation.
(b) Execution of documents. — A person who holds more
than one office in a corporation may not act in more than one
capacity to execute, acknowledge, or verify an instrument
required by law to be executed, acknowledged, or verified by
more than one officer.
